XTM Signs Definitive Asset Purchase Agreement
TORONTO--(BUSINESS WIRE)--XTM Inc. ('XTM' or the 'Company') (QB: XTMIF / CSE: PAID / FSE: 7XT), a fintech innovator in automated tip pooling, instant payouts, and Earned Wage Access ('EWA') through its AnyDay™ platform, is pleased to announce it executed a definitive Asset Purchase Agreement with Pateno Payments Inc. ('Pateno'), a subsidiary of Digital Commerce Group, on April 25, 2025 for the sale of the QRails, Inc. processing technology.
The transaction delivers immediate non-dilutive capital and significantly reduces overhead, providing meaningful margin expansion and growth runway.
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The strategic transaction, valued at USD $3,000,000 (subject to purchase adjustments), is expected to reduce XTM's monthly operating costs by approximately 50%, positioning the Company to reach cash neutrality by Q3 2025. The divestiture enhances XTM's financial profile by removing the burden of the operations and expense of running the processor while maintaining the business continuity and service offerings through ongoing access to the QRails processing platform.
XTM will retain full ownership and management of its proprietary EWA platform, including key contracts, integrations with payroll, time & attendance, and other critical systems.
The Company's core QRails processing engineering team has already transitioned to Pateno to ensure operational continuity and support for both XTM and Pateno clients. The transaction delivers immediate non-dilutive capital and significantly reduces overhead, providing meaningful margin expansion and growth runway.
KEY STRATEGIC BENEFITS TO SHAREHOLDERS
Improved financial flexibility with near elimination of monthly burn and a strengthened balance sheet
Margin improvements on interchange and real-time payments, which represent a sizeable portion of the Company revenues
Non-dilutive capital injection to accelerate growth initiatives
Access to expanded processing capabilities, including virtual card issuance in both Canada and the U.S.
Operational efficiency gains through improved reporting, scalability, and system redundancy
Focused strategy with increased attention on core growth and shareholder value
'THIS TRANSACTION MARKS A PIVOTAL MILESTONE IN XTM'S EVOLUTION,' SAID MARILYN SCHAFFER, CEO OF XTM. 'IT ENABLES US TO CONCENTRATE FULLY ON SCALING OUR ANYDAY™ PLATFORM, WHILE BENEFITING FROM A LEANER, MORE AGILE OPERATIONAL MODEL THAT SUPPORTS OUR GROWTH AMBITIONS.'
The transaction is expected to close within the next five to ten business days, pending customary bank and network approvals.
ADDITIONAL COMPANY UPDATES
Dissolution of the Company's referral agreement with KOHO, originally announced on November 14, 2024. The Company will revert approximately 10,000 AnyDay members who transitioned to KOHO earlier this year back to the AnyDay™ platform, with full migration expected by June 30, 2025.
Termination of Proposed Investment Agreement with Pateno: The non-binding letter of intent previously announced between XTM and Pateno, contemplating a proposed investment, has been formally terminated. The transaction is now fully replaced by the present asset sale agreement.
Debt Elimination: Upon closing of the transaction, XTM will fully repay the EWA funding provided by Two Shores, and settle all interest obligations associated with long-term debt. Following this, the Company will be debt-free, aside from existing convertible debentures.
Share-Based Compensation Update: As of March 31, 2025, XTM has issued 6.7 million shares at an average exercise price of $0.965, granted to employees and consultants as part of its retention strategy, via restricted share units (RSUs) and stock options.
These actions reflect XTM's ongoing commitment to financial discipline, operational focus, and long-term value creation for shareholders.
ABOUT XTM INC.
XTM is a fintech company providing modern payment solutions to businesses in hospitality, personal care, and staffing. Its flagship AnyDay™ platform enables on-demand access to earned wages and real-time payments. Powered by QRails technology, XTM's infrastructure supports seamless payroll disbursement and financial wellness tools for workers and payroll providers globally.
For more information, visit: www.xtminc.com
Disclaimer for Forward Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws (the "forward-looking statements"), within the meaning of applicable Canadian securities legislation, including management's plans regarding its businesses. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect," "plan," "anticipate," "project," "target," "potential," "schedule," "forecast," "budget," "estimate," "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will," "would," "may," "could," "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. These forward-looking statements are made as of the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur.
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In this document, words such as 'may', 'would', 'could', 'will', 'likely', 'believe', 'expect', 'anticipate', 'intend', 'plan', 'estimate' and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information, by its very nature, is subject to numerous risks and uncertainties and is based on several assumptions which give rise to the possibility that actual results could differ materially from the Company's expectations expressed in or implied by such forward-looking information and no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including but not limited to the future plans, activities, objectives, operations, strategy, business outlook and financial performance and condition of the Company. Forward-looking information is provided in this press release for the purpose of giving information about Management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. However, readers are cautioned that it may not be appropriate to use such forward-looking information for any other purpose. Forward-looking information provided in this document is based on information available at the date hereof and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. The risks, uncertainties and assumptions that could cause actual results to differ materially from the Company's expectations expressed in or implied by the forward-looking information include, but are not limited to, international trade regulations; concentration of clients; dependence on suppliers; performance of content; exchange rate between the Canadian dollar and the U.S. dollar; ability to implement strategy; consumer preferences and trends; political, social and economic conditions; strategic alliances; credit risk; competition; access to content; technology standardization; future funding requirements; distribution network; indebtedness; global health crises; warranty, recalls and claims; dependence on key personnel and labour relations; legal, regulatory and litigation; intellectual property; security and management of information; and reputational risk through social media. These and other risk factors that could cause actual results to differ materially from expectations expressed in or implied by the forward-looking information are outlined under 'Risk Factors' in the Company's management's discussion and analysis for the period ended March 31, 2025, and discussed in greater detail in the most recently filed Annual Information Form dated June 10, 2025, a copy of which is available on SEDAR+ at Except as may be required by Canadian securities laws, the Company does not intend nor does it undertake any obligation to update or revise any forward-looking information contained in this press release to reflect subsequent information, events, circumstances or otherwise. The Company cautions readers that the risks described above are not the only ones that could have an impact on it. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also have a material adverse effect on the Company's business, financial condition or results of operations. CONTACT INFORMATION Josh Chandler Chief Financial OfficerD-BOX Technologies Inc.514-928-8043jchandler@
